gayatri projects limited - Edelweiss

Failure to contributeIf any Shareholder fails to make its share of contribution as and whenrequired, Equity contribution or shareholders advance as and whenrequired in addition to their other rights and remedies, the otherShareholders shall have the right, but not the obligation, to make all, ofthe non-contributing Shareholder’s share of such contribution orShareholders’ Advance.Limitation on Obligations Nothing in this Agreement shall require the Shareholders to make anycapital contribution or otherwise to make any financial commitments to orin connection with the Company or the Project, including without limitationguarantees or other forms of financial support except as set forth in thisAgreement or as otherwise may be agreed to by the Parties.FinancingEach Shareholder in pursuant to and in accordance with the FinanceDocument when required shall:1. Pledge all shares owned by it as security for financing2. Subordinate all of its interest under this agreement and any claimagainst the Company to the rights of the lenders3. Take any other suitable action requested by the lender that arecustomary and which do not require such shareholder to grant anyrecourse to any of its assets other than its equity ownership of theCompany.Transfer of Shares 1. The Shareholders are free to transfer the shares to their affiliatesprovided the transferor gives written notice to all other shareholdersspecifying the number of shares and the name of the affiliate. Furtherbefore transfer of the shares the affiliate should accede to thisagreement by executing and delivering to each shareholder a deedof accession.2. If a shareholder wants to sell the share to some third party he willhave to give right of first refusal to the existing shareholders whocan acquire the shares within 60 days of receiving of the option atthe price, terms and condition at which the transfer was proposed.However if the right is not exercised the transferor shall offer theshares to third party at the same or higher price and on no lessfavorable terms than the option terms. Further this third party shouldacquire atleast 20% equity stake in the Company and he shouldnot be a competitor in any of the business of any of the existingShareholders of the Company unless otherwise mutually agreedby all the parties.Constitution of Board of The Board will comprise of not less than 3 Directors and not more than 12Directors and their appointment directors. Till such time it otherwise decided, NCC, MIPL and GPL shallhave the right to nominate three directors each on the Board of theCompany.Payment of Fees to Lead Nagarjuna Constructions Co. Ltd. will be the Lead member and shall beMemberentitled to payment fees of 1% of the total project cost as determined bythe Financial Institution. The fees shall be paid in 30 equal installmentsthrough the project commencing from the end of the month in which theFinancial closure is achieved.27